The mission of Trump Media & Technology Group (“Trump Media”) is to end Big Tech’s assault on free speech by opening up the internet and giving people their voices back. Trump Media operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations.
Devin Nunes intends to remain Chairman and CEO of TMTG while serving on the PIAB, which comprises distinguished citizens from outside the federal government.
No. Despite false media reports to the contrary, each of the relevant filings clearly states that these stock sales reflect “remittance of shares back to Trump Media & Technology Group Corp. solely to cover withholding payments to applicable taxing authorities. No cash proceeds were received by the Reporting Person in connection with the disposition of securities disclosed on this form.”
Yes, Trump Media’s shares are currently traded on the Nasdaq Stock Market and New York Stock Exchange (NYSE) Texas under ticker symbol “DJT”.
Brokerage firms may facilitate short selling in DJT shares by lending DJT shareholders’ shares held in margin accounts. Through this practice, brokerage firms earn an alternative source of revenue by “lending” shares to sophisticated and institutional investors who are betting that the price of the stock will fall. If the price of the stock in fact falls, then the brokerage firm and the sophisticated and institutional investors will make a profit, while the ultimate retail investor will not.
For long-term shareholders who believe in the Company’s future, the Company is highlighting the following actions you can take with your brokerage firm to prevent the lending of your shares for short selling:
1) hold your DJT shares in a cash account at your brokerage firm instead of a margin account (a model instruction letter is set forth under the heading “Example Form of Letter to Broker” below)
2) opting out of any securities lending programs, which should stop your broker from lending your shares
3) moving your shares to a Direct Registration (“DRS”) account at the Company’s transfer agent, Odyssey Transfer & Trust Company
Additionally, if shares are currently on loan by brokerage firms to facilitate short selling, shareholders have the option of asking their broker to recall their shares.
Example Form of Letter to Broker
If you decide to instruct your broker not to make your shares available for lending to short sellers, the following is sample language you can use in your email or letter to the Branch Manager of your brokerage account:
[Broker Name]
[Broker Address]
Attn: Branch Manager
My Account [Account Number]
Dear Sir or Madam:
Please accept this written instruction to make sure that the following securities are held in my cash account only and accordingly are not available for any stock loan activities. I hereby expressly opt out of any securities lending programs and instruct you not to loan out any of my shares. Additionally, as applicable, please recall any shares that are currently on loan.
Securities:
[Number] shares of Trump Media & Technology Group Corp. (DJT) and any DJT shares subsequently acquired.
Please confirm receipt and compliance with this request.
As the result of a business combination transaction (the “Business Combination”) with Digital World Acquisition Corp. completed on March 25, 2024, Trump Media became a public company and commenced trading under the symbol “DJT” on March 26, 2024.
Trump Media is dual listed on the Nasdaq stock exchange and the NYSE Texas under the ticker symbol “DJT”.
You can receive shareholder updates by signing up for email alerts on our Investor Relations website here.
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You can access press releases issued by Trump Media here.
Trump Media’s management has broad discretion in the application of the net proceeds, including as working capital, possible acquisitions, and other general corporate purposes.
Trump Media’s fiscal year ends on December 31.
As of June 25, 2024, there were 189,941,870 shares of shares of Trump Media common stock issued and outstanding.
As of June 25, 2024, President Trump owned 114,750,000 (approximately 58.7%) of the outstanding shares of Trump Media.
- A registration statement on Form S-1 is filed with the SEC as part of the process of making shares available for sale to the general public. In connection with the Business Combination, Trump Media was required to register with the SEC certain common shares and warrants issued in connection with the transaction for resale and to register common shares underlying certain debt securities and warrants for issuance to holders of those debt securities and warrants in the future. These securities, both common shares and warrants, were registered on the registration statement on Form S-1 declared effective by the SEC on June 18, 2024 (the “Registration Statement,” File No. 333-278678).).
- Specifically, the Registration Statement registered: (1) the issuance of shares underlying outstanding warrants of the Company; and (2) the resale of securities of TMTG by selling security holders including: (a) shares of common stock previously issued to investors in connection with the initial public offering by TMTG, continued financing of TMTG or the closing of TMTG’s Business Combination; (b) shares of common stock underlying outstanding warrants and convertible debt of TMTG; (c) shares of common stock issued to TMTG’s affiliates in the Business Combination or potentially issuable to affiliates as an earn out; and (d) certain outstanding warrants of TMTG. All categories of issuances contemplated by the registration statement were disclosed in public filings prior to shareholder approval of the business combination.
- The listing of an individual as a “selling securityholder” in the Registration Statement does not mean such individual or entity will sell their shares of common stock, and “selling securityholders” listed in the Registration Statement may be subject to a lockup or other transfer restriction.
- The Registration Statement, while effective, allows the covered selling securityholders to publicly resell the securities covered by the Registration Statement, subject to the satisfaction by selling securityholders of the prospectus delivery requirements of the Securities Act of 1933, as amended, in connection with any such resale. In addition, TMTG’s warrants covered by the Registration Statement became eligible for cash exercise on June 18, 2024. If all warrants covered by the Registration Statement are exercised for cash, TMTG may receive up to an aggregate of approximately $247 million in proceeds. Additionally, $40 million of restricted cash on the Company’s balance sheet will become unrestricted as a result of the Registration Statement becoming effective. These funds would supplement the more than $200 million in unrestricted cash on the Company’s balance sheet as of June 18, 2024.
- The Registration Statement and prospectus may be accessed through the SEC’s website at www.sec.gov. A copy of the prospectus included in the registration statement may be obtained from Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 353-0103. Investors interested in exercising their warrants should contact their registered broker.
- This FAQ shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
President Trump is subject to a lockup that generally restricts the sale or transfer of his shares until the earliest of: 1) six months after the closing of the Business Combination; 2) the date on which the closing price of Trump Media’s stock equals or exceeds $12 for any twenty trading days within any thirty trading day period commencing at least 150 days after the closing; or 3) the date after the closing on which Trump Media consummates a liquidation, merger, share exchange or other similar transaction that results in all of Trump Media’s stockholders having the right to exchange their equity holdings in Trump Media for cash, securities or other property.
Director and officer ownership of Trump Media as of April 15, 2024, can be found here.
TMTG’s public warrants, which trade under the ticker symbol DJTWW, became eligible for cash exercise upon the effectiveness of the Registration Statement filed on Form S-1 on June 18, 2024. Investors interested in exercising their warrants should contact their registered broker.
- The Business Combination agreement provided that former Trump Media stockholders, other than those who received their shares as a result of the conversion of Trump Media convertible notes (“Trump Media Stockholders”), have the contingent right to receive up to 40,000,000 shares of Trump Media based on the achievement of certain share price targets within a certain period (“the Earnout Shares”). The Earnout Shares may be earned and issuable during the three (3)-year period following March 25, 2024 as follows:
- if the dollar volume-weighted average price (“VWAP”) of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within any 30 trading day period during the period beginning on March 25, 2024, and ending on the 18-month anniversary thereof, the Company shall issue to the Trump Media Stockholders an aggregate of 15,000,000 Earnout Shares;
- if the VWAP of the Company’s common stock equals or exceeds $15.00 per share for any 20 trading days within any 30 trading day period during the period beginning on March 25, 2024, and ending on the second anniversary thereof, the Company shall issue to the Trump Media Stockholders an aggregate of 15,000,000 Earnout Shares;
- if the VWAP of the Company’s common stock equals or exceeds $17.50 per share for any 20 trading days within any 30 trading day period during the period beginning on March 25, 2024, and ending on the third anniversary thereof, the Company shall issue to the Trump Media Stockholders an aggregate of 10,000,000 Earnout Shares.
Trump Media’s auditor is Semple, Marchal & Cooper, LLP.
Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
Phone: 888-290-1175 or 612-482-5100
Website: odysseytrust.com
For information regarding paper stock certificates, please contact our transfer agent:
Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
Phone: 888-290-1175 or 612-482-5100
Website: odysseytrust.com
You can sign up for Truth Social at https://truthsocial.com or by downloading the Truth Social app to your mobile device via the Apple App Store, Google Play Store, or the Samsung Galaxy Store. For technical assistance, contact: support@truthsocial.com
- You should contact Investor Relations if you have a question that cannot be addressed via our FAQs. Please email tmtgir@mzgroup.us.
- If you are having issues with your personal brokerage account, please contact your broker.
- If you have questions about physical certificates, you should contact the Company’s Transfer Agent at uscorporateactions@odysseytrust.com.
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